1
LIMITED LIABILITY COMPANY AGREEMENT
OF
MERISTAR HOTEL (VANCOUVER) LLC
This Limited Liability Company Agreement of MeriStar Hotel (Vancouver)
LLC (this "Agreement"), entered into by MeriStar Hospitality Operating
Partnership, L.P., as sole member (together with its permitted successors and
assigns, the "Member").
In furtherance of the formation of a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act, as amended
from time to time (the "Act"), the Member hereby agrees and declares as follows:
1. Name. The name of the limited liability company is MeriStar Hotel
(Vancouver) LLC (the "Company").
2. Purpose. The purposes of the Company are to engage in, carry on and
conduct any lawful activity for which limited liability companies may be formed
under the Act.
3. Registered Office and Agent. The name and address of the registered
office and agent of the Company in the State of Delaware is c/o CT Corporation,
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
4. Term. The Company was formed on September 25, 1998, the date of
filing of a Certificate of Formation with respect to the Company in the office
of the Delaware Secretary of State and shall continue in existence until the
close of business on December 31, 2048, unless terminated earlier in accordance
with the provisions of Section 7 hereof.
5. Members. The Company has one member in accordance with the Act. The
name and the mailing address of the Member of the Company is as follows:
Name Address
MeriStar Hospitality Operating 0000 Xxxxxxxxx Xxxxxx, X.X.
Partnership, L. P. Xxxxxxxxxx, X.X. 00000
2
2
6. Management.
(a) Management of the Company shall be vested in its Member,
provided that the Member may appoint officers of the Company who shall be
authorized to perform such actions for and on behalf of the Company as the
Member shall determine. The Member and/or, to the extent determined by the
Member, any officers appointed by the Member shall each have the power and
authority to do any and all acts necessary or convenient to or for the
furtherance of the purposes of the Company set forth in this Agreement
(including, without limitation, the management of the assets and investments of
the Company and the execution and delivery of regulatory filings on behalf of
the Company), including all powers of Managers (as such term is defined in the
Act) under the laws of the State of Delaware.
(b) Tax Matters. For income tax purposes, the Member intends
that the Company be disregarded as an entity separate from the Member, and the
Member will file such necessary and appropriate forms in furtherance thereof.
(c) Liability of Officers, Directors and the Members. No
officer, director or member shall have any liability to the Company except to
the extent provided in the Act.
7. Dissolution. The Company shall dissolve, and its affairs shall be
wound up, upon the first to occur of the following:
(a) December 31, 2048;
(b) The resignation, expulsion, bankruptcy or dissolution of
the Member or the occurrence of any other event which terminates the continued
membership of the Member in the Company;
(c) The written consent of the Member; or
(d) The entry of a decree of judicial dissolution under
Section 18-802 of the Act.
8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated 100% to the Member.
9. Distributions. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member Such distributions
shall be made 100% to the Member.
10. Amendments. Amendments to this Agreement may be made only with the
written consent of the Member.
3
3
11. Transfer and Assignments of Interest of a Member. The Member may
not assign, sell or transfer in whole or in part, or pledge or otherwise grant,
or attempt to grant, a lien on or other security interest in, in whole or in
part, its membership interest in the Company or its interest in this Agreement.
Any purported assignment, sale or transfer, or pledge or other grant of, or
attempt to grant, a lien on or security interest in, its membership interest in
the Company or its interest in this Agreement by the Member shall be null and
void and without force or effect.
12. Withdrawal or Resignation. The Member may resign from the Company
in accordance with the Act.
13. Admission of Additional Members. One (1) or more additional members
of the Company may be admitted to the Company with the consent of the Member.
14. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company.
15. Indemnification. To the fullest extent permitted by law, the
Company shall indemnify, hold harmless, protect and defend each of the Member
and all officers, directors, employees and agents of the Company and/or the
Member (collectively, the "Indemnitees"), against any losses, claims, damages or
liabilities, including, without limitation, legal or other expenses incurred in
investigating or defending against any such loss, claim, damages or liability,
and any amounts expended in settlement of any claim (collectively,
"Liabilities"), to which any Indemnitee may become subject by reason of any act
or omission performed or omitted to be performed on behalf of the Company or by
reason of the fact that he or it is or was a member or officer, director,
employee or agent of the Company or the Member. The provisions of this Section
shall continue to afford protection to each Indemnitee regardless of whether
such Indemnitee remains a member or officer, director, employee, or agent of the
Company or the Member. Any indemnity under this Section 16 or otherwise shall be
paid out of and to the extent of the Company's assets only.
16. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware.
4
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have duly executed this Limited Liability Company Agreement as of September 25,
1998.
MERISTAR HOTEL (VANCOUVER) LLC
By: MeriStar Hospitality Operating Partnership, L.P.,
its Member
By: MeriStar Hospitality Corporation,
its General Partner
By: /s/Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Assistant Secretary
